-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H25DtPihFzXCVl/Z7/koVQeeDsJqFrOv/+9wjMDSMbI8dvooMWHfza8qqQjMDyxc 4E5NWZuD/f6Sbq4FgnAAzg== 0000950123-08-002914.txt : 20080313 0000950123-08-002914.hdr.sgml : 20080313 20080313145245 ACCESSION NUMBER: 0000950123-08-002914 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080312 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080313 DATE AS OF CHANGE: 20080313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06516 FILM NUMBER: 08685947 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 8-K 1 y51472e8vk.htm FORM 8-K FORM 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2008
 
DATASCOPE CORP.
(Exact name of registrant as specified in its charter)
         
Delaware   0-6516   13-2529596
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
         
14 Philips Parkway
Montvale, New Jersey
     
07645-9998
(Address of principal executive offices)       (Zip Code)
(Registrant’s telephone number, including area code): (201) 391-8100
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01.   Other Events
On March 12, 2008, Datascope Corp. issued a press release clarifying the meaning of the second paragraph of its March 11, 2008 press release regarding the $240 million sale of its Patient Monitoring business. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information, including Exhibit 99.1, furnished in Item 8.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 9.01   Financial Statements and Exhibits
  (c)   Exhibits:
Exhibit 99.1   Press release issued by Datascope Corp clarifying the meaning of the second paragraph of its March 11, 2008 press release.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  DATASCOPE CORP.
Registrant
 
 
  /s/ Henry M. Scaramelli    
  Vice President, Finance and   
Dated: March 13, 2008  Chief Financial Officer   

 


 

         
EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  99.1    
Press release issued by Datascope Corp clarifying the meaning of the second paragraph of its March 11, 2008 press release.

 

EX-99.1 2 y51472exv99w1.htm EX-99.1: PRESS RELEAASE EX-99.1
 

Exhibit No. 99.1
     
 
  PRESS RELEASE
 
  For Information Contact:
 
  Henry Scaramelli
 
  Chief Financial Officer
 
  Datascope Corp.
 
  (201) 307-5435
 
  www.datascope.com
FOR IMMEDIATE RELEASE:
Datascope Expands on Yesterday’s Press Release
Regarding $240 Million Sale of Patient Monitoring Business
Montvale, NJ, March 12, 2008 . . . In response to questions from investors, Datascope Corp. (NASDAQ: DSCP) is clarifying the meaning of the second paragraph in yesterday’s press release regarding the $240 million sale of its Patient Monitoring business, which stated that:
“Datascope believes that its earnings per share in fiscal 2009 will be essentially unchanged as a result of the transaction, before reflecting any benefits from the receipt and application of the net proceeds from the sale.”
To clarify that statement, the Company said that, while it currently does not issue forecasts, prior to the recently announced sale of its Patient Monitoring business, its internal plan called for an increase in earnings in the fiscal year ended June 30, 2009 from those it anticipates for the fiscal year ended June 30, 2008. Datascope believes that the planned earnings for fiscal 2009 will be essentially unaffected by the sale of that business, before reflecting any benefits from the receipt and application of the net proceeds from the sale.
About Datascope Corp.
Datascope Corp. is the global leader of intra-aortic balloon counterpulsation and a diversified medical device company that develops, manufactures and markets proprietary products for clinical health care markets in interventional cardiology and radiology, cardiovascular and vascular surgery, anesthesiology, emergency medicine and critical care. The Company’s products are sold throughout the world through direct sales representatives and independent distributors. Founded in 1964, Datascope is headquartered in Montvale, New Jersey. For news releases, webcasts and other Company information please visit Datascope’s website, www.datascope.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. All statements that address expectations or projections about the future are forward-looking statements. Such statements include, but are not limited to, statements about earnings for the fiscal year ending June 30, 2009, Datascope’s plans, objectives,

 


 

expectations and intentions with respect to the use of proceeds from the transaction and other statements identified by words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” or words of similar meaning. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those projected in the forward-looking statements. Many of these risks cannot be predicted or quantified and are at least partly outside Datascope’s control, including general business and economic conditions and the failure to realize benefits from the transaction or delay in realization thereof, as well as other risks detailed in documents filed by Datascope with the United States Securities and Exchange Commission (“SEC”). Datascope’s filings with the SEC can be obtained at no charge at www.sec.gov, as well as through Datascope’s website at www.datascope.com.

 

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